SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

YOUNGJOHNS ROBERT

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and GM, HP Software

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								18,770⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$14.85	12/09/2015		A		258,417		12/09/2016⁽²⁾	12/09/2023⁽³⁾	Common Stock	258,417	$0	258,417	D
Restricted Stock Units	⁽⁴⁾	12/09/2015		A		63,131⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	63,131	⁽⁵⁾	63,131	D
Restricted Stock Units	⁽⁴⁾	11/01/2015		J		20,467.3536⁽⁶⁾⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	20,467.3536	⁽⁷⁾	46,098.9024⁽⁷⁾	D
Restricted Stock Units	⁽⁴⁾	11/01/2015		J		5,342.5643⁽⁶⁾⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	5,342.5643	⁽⁸⁾	12,033.9921⁽⁸⁾	D
Restricted Stock Units	⁽⁴⁾	11/01/2015		J		15,861.0049⁽⁶⁾⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	15,861.0049	⁽⁹⁾	35,724.678⁽⁹⁾	D
Restricted Stock Units	⁽⁴⁾	11/01/2015		J		17,461.1775⁽⁶⁾⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	17,461.1775	⁽¹⁰⁾	39,328.7317⁽¹⁰⁾	D

Explanation of Responses:

1. There is no reportable change since the last filing. This is a reiteration of holdings only.

2. This option will become exercisable beginning on this date.

3. This option is no longer exercisable beginning on this date.

4. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

5. On 12/09/15 the reporting person was granted 63,131 restricted stock units ("RSUs"), 21,043 of which will vest on 12/09/16, and 21,044 of which will vest on each of 12/09/17 and 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock.

6. Hewlett-Packard Company ("HP Co.") stockholders of record on 10/21/15 ("Record Date") received one share of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock held on the Record Date. As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the separation, equity-based awards granted by HP Co, prior to the separation will be converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original HP Co. award as measured immediately before and immediately after the separation, subject to rounding. The adjusted equity award will otherwise be subject to the same terms and conditions that applied to the original HP Co. award immediately prior to the separation, unless otherwise noted. The reporting person's equity-based awards granted by HP Co. prior to separation have been converted into equity-based awards with respect to the Issuer's common stock.

7. As previously reported, on 01/16/13 the reporting person was granted 72,633 RSUs, 24,211 of which vested on each of 01/16/14 and 01/16/15, and 43,544 of which will vest on 01/16/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes 152.1291 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

8. As previously reported, on 12/11/13 the reporting person was granted 19,300 RSUs, 6,433 of which vested on 12/11/14, 6,433 of which vested early on 09/17/15, and 11,571 of which will vest on 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes 40.4278 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

9. As previously reported, on 07/17/14, the reporting person was granted 29,045 RSUs, 9,681 of which vested on 07/17/15, and 17,413 of which will vest on each of 07/17/16 and 07/17/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes 121.6731 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

10. As previously reported, on 12/10/14 the reporting person was granted 32,120 RSUs, 10,706 of which vested early on 09/17/15, and 19,256 of which will vest on 12/10/16, and 19,257 of which will vest on 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes 134.5542 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

Remarks:

	Derek Windham as Attorney-in-Fact for Robert Youngjohns	12/10/2015
	** Signature of Reporting Person	Date
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